Barbara Yastine - Director | AXIS CAPITAL HOLDINGS (AXS) Executive Profile & Compensation

About Barbara Yastine

Independent director since July 2018; age 65. Former Chair, CEO, and President of Ally Bank; previously Chief Administrative Officer at Ally Financial; prior executive roles at Citigroup and Credit Suisse First Boston over 17 years. Education: B.A. in Journalism and M.B.A., both from New York University. Determined independent by AXIS’s Board; designated an SEC “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Ally Bank	Chair	2010–2015	Led digital banking strategy; board leadership
Ally Bank	Interim CEO & President	2011	Transition leadership
Ally Bank	CEO & President	2012–2015	P&L leadership; governance of regulated bank
Ally Financial	Chief Administrative Officer	2010–2012	Enterprise operations oversight
Lebenthal Holdings, LLC (privately held)	Director and co-CEO	Sep 2015–Jun 2016	Company later filed Chapter 7 bankruptcy in Nov 2017 (contextual risk history)
Citigroup; Credit Suisse First Boston	Various executive roles	Spanning 17 years	Financial services and capital markets experience

External Roles

Organization	Role	Tenure	Notes
Primerica, Inc.	Director	Since 2010	U.S.-listed board
Zions Bancorporation	Director	Since 2017	U.S.-listed board
Alkami Technology, Inc.	Director	Since 2020	U.S.-listed board
First Data Corporation	Director (former)	Sep 2016–Jul 2019	U.S.-listed board (former)

AXIS over-boarding policy: none of its directors serve on more than three other public company boards; Ms. Yastine is at this upper limit (three), within policy.

Board Governance

Committee	Role	2024 Meetings	Notes
Audit Committee	Member	9	Board determined she is an SEC “audit committee financial expert.”
Finance Committee	Member	4	Oversees investment, treasury, capital position and dividend policy.

Independence: The Board has affirmatively determined Ms. Yastine is independent under NYSE standards and AXIS guidelines.
Board attendance: “No director attended less than 75%” of Board and committee meetings.
Board composition context: 12 directors; 11 independent.
Annual Board and committee self-evaluations overseen by Corporate Governance Committee.

Fixed Compensation

Year	Cash Fees ($)	Stock Awards ($)	Total ($)	Detail
2024	—	289,965	289,965	She elected shares for remaining board retainer and 100% of committee retainers; received 2,580 shares; share value derived using $54.27 close on Jan 16, 2024.
2023	135,000	149,947	284,947	Program required $150,000 of board retainer in AXIS shares; remainder and committee retainers could be taken in shares or cash.

Director Compensation Program (structure):

Board annual retainer: $250,000 (2023 program; $150,000 required in shares, remaining $100,000 cash or shares; committee retainers optionally in shares).
Committee member retainers (2023): Audit $15,000; Finance $10,000; Corporate Governance $10,000; Risk $10,000; Compensation $10,000.
Chair retainers (2023): Audit $35,000; Risk $20,000; Compensation $15,000; Corporate Governance $10,000 (raised to $15,000 effective Jan 1, 2024); Finance $10,000 (raised to $15,000 effective Jan 1, 2024).

Performance Compensation

Element	Performance-conditioned?	Disclosure
Director equity retainer (shares)	No	Paid as part of fixed director retainer; no performance metrics disclosed for non-management directors.
Stock options (company-wide)	N/A	No outstanding options or warrants at Dec 31, 2024 (company-wide).

AXIS’s director pay is structured as retainers (cash and/or shares); there are no disclosed performance metrics (e.g., TSR, ESG goals) tied to non-management director compensation.

Other Directorships & Interlocks

Relationship	Detail
Stone Point affiliates (context)	AXIS maintains relationships with Stone Point-managed vehicles; Corporate Governance Committee reviews these transactions for fairness; independence determinations consider Stone Point exposure (primarily relevant to Director Charles Davis). No Yastine-specific related-party transactions disclosed.

Expertise & Qualifications

Financial services leadership: Former Chair/CEO/President of Ally Bank; CAO of Ally Financial.
Capital markets and banking experience: Citigroup and CSFB (17 years).
Audit committee financial expert designation.
Education: B.A. and M.B.A., New York University.

Equity Ownership

Holder	Common Shares Beneficially Owned	Percent of Class
Barbara Yastine	19,760	* (<1%)

Policy alignment and restrictions:

Director stock ownership guideline: minimum 5x total earned director compensation; 5 years to comply; unvested RSUs settling in shares count; PSUs and cash-settled RSUs do not. Compliance reviewed annually by Compensation Committee.
Hedging/pledging: Prohibited for directors and officers.

Governance Assessment

Positive signals: Independent status; audit committee financial expert; active membership on Audit and Finance; election to take 2024 compensation entirely in shares enhances alignment; robust ownership guideline and anti-hedging/pledging policy; Board reports no director fell below 75% attendance.
Workload consideration: Serves on three other U.S.-listed boards—at AXIS’s internal policy limit but compliant with “no over-boarding.” Monitor time commitments across peak calendar periods.
Historical controversy: Leadership tenure at Lebenthal followed by firm’s Chapter 7 filing in 2017; not an AXIS-related party transaction but relevant to track record context.
Conflicts oversight: AXIS discloses Stone Point affiliate transactions with formal committee review; independence determinations consider these relationships. No Yastine-specific related-party exposure disclosed.

Overall, Ms. Yastine presents strong governance credentials (financial expertise, bank leadership, equity alignment), with manageable over-boarding risk and no disclosed AXIS-specific conflicts; continued monitoring of cross-board commitments and any future related-party relationships remains prudent for investor confidence.